Accession Number: | 0000899243-20-031512 |
Date: | 2020-11-16 |
Issuer: | MYLAN II B.V. (MYL) |
Original Submission Date: |
DIMICK NEIL F
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
HATFIELD, HERTFORDSHIRE, X0 AL10 9UL
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
ORDINARY SHARES | 2020-11-16 | D | 51,263 | d | $0.00 | 0 | direct |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 45.72 | 2020-11-16 | deemed execution date | D | 2,974 (d) | 2024-04-11 | ordinary shares 2,974 | $45.72 | 0 | direct | ||
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 50.66 | 2020-11-16 | deemed execution date | D | 2,603 (d) | 2025-11-17 | ordinary shares 2,603 | $50.66 | 0 | direct | ||
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 46.27 | 2020-11-16 | deemed execution date | D | 2,788 (d) | 2026-02-17 | ordinary shares 2,788 | $46.27 | 0 | direct | ||
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 45.18 | 2020-11-16 | deemed execution date | D | 2,928 (d) | 2027-03-03 | ordinary shares 2,928 | $45.18 | 0 | direct | ||
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 40.97 | 2020-11-16 | deemed execution date | D | 2,984 (d) | 2028-03-02 | ordinary shares 2,984 | $40.97 | 0 | direct | ||
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 27.45 | 2020-11-16 | deemed execution date | D | 4,352 (d) | 2029-03-01 | ordinary shares 4,352 | $27.45 | 0 | direct | ||
NON-EMPLOYEE DIRECTOR STOCK OPTION - RIGHT TO BUY | 17.48 | 2020-11-16 | deemed execution date | D | 6,151 (d) | 2030-03-02 | ordinary shares 6,151 | $17.48 | 0 | direct | ||
RESTRICTED STOCK UNITS | 0.0 | 2020-11-16 | deemed execution date | D | 9,440 (d) | ordinary shares 9,440 | $0.00 | 0 | direct |
ID | footnote |
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f1 | on november 16, 2020, mylan n.v. ("mylan") completed the transaction pursuant to which mylan combined with pfizer inc.'s ("pfizer") upjohn business (the "upjohn business") in a reverse morris trust transaction (the "combination") and upjohn inc. ("upjohn") became the parent entity of the combined upjohn business and mylan business and was renamed "viatris inc." ("viatris"). pursuant to the terms of the business combination agreement (as amended), dated july 29, 2019, by and among mylan, pfizer, upjohn and certain other affiliated entities, upjohn and mylan effected the combination through a series of transactions, including that (1) mylan merged with and into mylan ii b.v. with mylan ii b.v. surviving the merger as the legal successor of mylan and (2) each holder of mylan ordinary shares received one share of viatris common stock for each mylan ordinary share held by such holder (subject to any required withholding tax). |
f2 | represents ordinary shares of mylan that were exchanged on a one-for-one basis for shares of viatris common stock in connection with the combination. on the effective date of the combination, the closing price of a mylan ordinary share was $15.85 per share. |
f3 | represents stock options to acquire mylan ordinary shares that were exchanged for stock options to acquire viatris common stock having substantially the same terms in connection with the combination. |
f4 | these options vested on april 11, 2015. |
f5 | these options vested on may 1, 2016. |
f6 | these options vested on february 17, 2017. |
f7 | these options vested on march 3, 2018. |
f8 | these options vested on march 2, 2019. |
f9 | these options vested on march 2, 2020. |
f10 | these options will vest on march 2, 2021. |
f11 | represents restricted stock units ("rsus") of mylan that were exchanged on a one-for-one basis for rsus of viatris having substantially the same terms in connection with the combination. |
f12 | each rsu represents the right to receive one ordinary share of mylan. the rsus will vest on march 2, 2021. |